The Rules of the Osirium Technologies plc Enterprise ...

Blake Morgan LLP 6 New Street Square

London EC4A 3DJ

www.blakemorgan.co.uk Ref: MCK/595705;3

Date: 2 April 2020

The Rules of the Osirium Technologies plc Enterprise Management

Incentive (EMI) Share Option Plan 2020 - 2025

Adopted by resolution of the directors dated 2 April 2020

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CONTENTS

1 Definitions ..................................................................................................................................... 1

2 Commencement and title ............................................................................................................. 6

3 The grant of options ..................................................................................................................... 6

4 The exercise price ........................................................................................................................ 7

5 Individual limitations ..................................................................................................................... 8

6 Limitations on the plan ................................................................................................................. 8

7 Non-assignability of options ......................................................................................................... 9

8 When options may be exercised .................................................................................................. 9

9 Manner of exercise of options .................................................................................................... 11

10 Alterations of share capital ......................................................................................................... 13

11 Sales, takeovers and liquidations............................................................................................... 13

12 Employment rights ..................................................................................................................... 15

13 Administration and amendment ................................................................................................. 16

14 Exclusion of third party rights ..................................................................................................... 18

15 Termination ................................................................................................................................ 18

Annexure ................................................................................................................................................... 19

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THE RULES OF THE OSIRIUM TECHNOLOGIES PLC ENTERPRISE MANAGEMENT INCENTIVE

(EMI) SHARE OPTION PLAN 2020 - 2025

1 DEFINITIONS

1.1 In these Rules (unless the context otherwise requires) the following words and phrases have

the following meanings:

2016 Scheme the Osirium Technologies plc Enterprise Management

Incentive (EMI) Share Option Plan 2016 adopted by

resolution of the directors dated 6 April 2016

Act the Income Tax (Earnings and Pensions) Act 2003 as

amended from time to time

Acquiring Company has the meaning given by paragraph 39 of Schedule 5

to the Act

AIM the AIM market of London Stock Exchange plc

AIM Rules the Rules for Companies as published by London Stock

Exchange plc, as amended or reissued from time to

time

Articles the Articles of Association of the Company from time to

time a copy of which is available from the Company

Secretary

Associate has the meaning given by paragraph 31 (read with

paragraphs 32 and 33) of Schedule 5 to the Act

Auditors the auditors for the time being of the Company

Board the board of directors from time to time of the Company

(or the directors present at a duly convened meeting of

such board) or a duly authorised committee of the

board including its remuneration committee

Commencement Date the date on which the Plan is adopted by the Board

Committed Time the time which an employee is required as an employee

in Relevant Employment to spend on the business of

the Company including any time which the employee

would have been required so to spend but for:

(a) injury, ill-health or disability;

(b) pregnancy, childbirth, maternity or paternity leave

or parental leave;

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(c) reasonable holiday entitlement; or

(d) not being required to work during a period of notice

of termination of employment

Company OSIRIUM TECHNOLOGIES PLC company number

09854713 whose registered office is at One Central

Square, Cardiff, CF10 1FS

Control has the meaning given in Section 719 of the Act

Disqualifying Event such an event as is described in Sections 533 to 536

inclusive of the Act

Disqualifying Event Exercise

Period

the period of 90 days from the occurrence of a

Disqualifying Event (as set out in Section 532 of the

Act) during which the Option Holder must exercise the

Option to the extent that it has Vested in order to benefit

from the provisions relating to income tax set out in

Section 532 of the Act

Eligible Employee (a) any employee of the Company whose Committed

Time amounts to at least 25 hours a week or, if

less, 75% of his Working Time provided that any

such employee will not be an Eligible Employee if

he (or he together with one or more Associates of

his or any Associate of his with or without any

other such Associates) has a Material Interest in

the Company

(b) any one (including those appointed as a non-

executive director of, or consultant to, any member

of the Group) nominated by the Company to

receive Non-Qualifying Options under the Plan (a

non-tax advantaged Option)

EMI Option a right granted to an Eligible Employee to acquire

Shares pursuant to this Plan satisfying the provisions of

Schedule 5 to the Act

Exchange Options the Options granted to Eligible Employees over an

aggregate of 1,113,300 Shares on 6 April 2016 under

the 2016 Scheme on the same or corresponding terms

and to replace options previously held by such persons

over shares in the capital of Osirium Limited with

registered number 06736750 and registered address

C/O Blake Morgan LLP, One Central Square, Cardiff,

CF10 1FS

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Exercise Price the price per Share at which a Option Holder may

exercise an Option, established in accordance with

Rule 4

Exit Event a Sale or Takeover of the Company, or a voluntary

winding up of the Company under Rule 11.4

Grant Date the date on which the Board grants an Option in

accordance with the Rules

Grant Period a period of 42 days commencing on the day following

the occurrence of any of the following events:

(a) the adoption of the Plan by the Company;

(b) an announcement by the Company of its results for

any year, half year or other period or the issue by

the Company of any prospectus, Listing particulars

or other documents containing equivalent

information relating to Shares; or

(c) a day on which the Board resolve that exceptional

circumstances exist that justify the grant of Options

Group the Company and its 51% subsidiaries

HMRC HM Revenue & Customs

ITEPA Election an election under paragraph 431 of Schedule 22 to the

Finance Act 2003 that the valuation of the Option

Shares on acquisition should be as if any restrictions on

the Shares did not apply

Listing the admission of part or all of the entire issued share

capital of the Company to (i) listing on the Official List of

the UK Listing Authority and trading on the market for

listed securities of the London Stock Exchange plc, or

(ii) to trading on AIM, or (iii) to trading on any other

securities exchange. "Listed" shall be construed

accordingly

Market Price (a) if the Shares are Listed: the average mid-market

price per Share for the three business days

immediately before the Grant Date or such other

average price per Share over such period as the

Board may in its discretion determine as

representing the fair market value of a Share on

the Grant Date; or

(b) for any other Shares: such price per Share as at

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the Grant Date as may be agreed with the Shares

and Assets Valuation Division of HMRC

Material Interest has the meaning given by paragraphs 28 to 30 of

Schedule 5 to the Act

Non-Qualifying Option an Option which either:

(a) was intended to be granted as an EMI Option but

does not qualify under Schedule 5 to the Act and

the Board has exercised its discretion to prevent

such Option lapsing under Rule 3.8 or

(b) does not qualify under Schedule 5 to the Act from

the Grant Date

Non-Qualifying shall be construed accordingly

Option a right to acquire Shares at the Exercise Price in

accordance with the Rules and the Articles

Option Deed a written agreement executed as a deed (a sample of

which is annexed hereto) entered into pursuant to Rule

3.6 between the Company and an Eligible Employee for

the grant of an Option or in such other form as the

Company agrees

Option Holder any individual who has been granted and remains

entitled to exercise a Vested Option or (where the

context admits) the personal representatives of any

such individual

Option Period subject as provided in Rule 11 (Sales, takeovers and

liquidations), the period commencing on the 2nd

(second) anniversary of the Grant Date of an Option

and ending on the day before the 5th (fifth) anniversary

thereof or such other period as the Board may specify

in the Option Deed ending not later than the day before

the 5th (fifth) anniversary of the Grant Date of an Option

Plan the Osirium Technologies plc Enterprise Management

Incentive (EMI) Share Option Plan 2020 - 2025 as

governed by these Rules

Relevant Employment employment with or engagement by any member of the

Group including appointment as a non-executive

director of, or consultant to, any member of the Group

Remunerative Work (a) in the context of work undertaken as an employee,

general earnings to which Section 15 or 21 of the

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Act applies; and

(b) in the context of work undertaken as a self-

employed person, work undertaken with a view to

profit the profits (if any) from which are (or would

be) chargeable to tax under Case I or II of

Schedule D;

or, in either case, which would be so chargeable if the

employee were resident and ordinarily resident in the

United Kingdom

Rules these rules as from time to time amended in

accordance with their provisions

Sale the sale of the whole of the issued share capital of the

Company on arm's length commercial terms as

provided for in Rule 11

Share an ordinary share in the capital of the Company which

satisfies the requirements of paragraph 35 of Schedule

5 to the Act

Takeover a change of Control of the Company as provided for in

Rule 11

Vesting Date the date on which the Option will become exercisable

as a result of fulfilment of any exercise conditions

specified in the Option Deed pursuant to Rule 3.2 or an

earlier Exit Event. "Vest" "Vested" and "Vesting" shall

be interpreted accordingly

Working Time (a) time spent on Remunerative Work as an employee

or self-employed person; or

(b) time which would have been so spent, but for:

(i) injury, ill-health or disability

(ii) pregnancy, childbirth, maternity or paternity

leave or parental leave

(iii) reasonable holiday entitlement or

(iv) not being required to work during a period of

notice of termination of employment

1.2 Where the context so admits the singular shall include the plural and vice versa and the

masculine gender shall include the feminine. Any reference to a statutory provision is to be

construed as a reference to that provision as for the time being amended or re-enacted and

shall include any regulations or other subordinate legislation made under it.

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1.3 The decision of the Board on any matter concerning the interpretation and application of the

Rules shall be final and binding on the Option Holders.

2 COMMENCEMENT AND TITLE

2.1 The Plan shall commence on the Commencement Date and shall be known as the Osirium

Technologies plc Enterprise Management Incentive (EMI) Share Option Plan 2020 - 2025.

3 THE GRANT OF OPTIONS

3.1 The Board may during the Grant Period grant an Option according to such formula or

arrangements agreed by the Board from time to time. Options may be granted only to such

Eligible Employees as the Board shall in its absolute discretion select. No Eligible Employee

shall be entitled as of right to participate. The extent of any grant of Options shall be

determined by the Board in its absolute discretion but shall be subject to the limits contained

in Rules 5 (Individual Limitations) and 6 (Limitations of the Plan).

3.2 The Board may grant an Option subject to such other objective condition or conditions as it

in its discretion thinks fit which must (save as otherwise provided in the Rules) be fulfilled

before the Option (other than "new rights" under Rule 11) may be exercised. Any such

condition must be stated in the Option Deed. No such condition may subsequently be varied

or waived unless events (including any of the events specified in Rule 11) happen which

cause the Board to determine that any such condition shall have ceased to be appropriate

whereupon the Board may vary or waive such condition so that any new condition imposed

or any variation is in its opinion fair and reasonable.

3.3 Without limit to the discretion of the Board under Rule 3.2, the conditions to be stated in the

Option Deed may include phased vesting of Options by reference to one or more specified

increases in the average mid-market price per Share over any stated period so as to align

Option vesting with shareholder value. The sample Option Deed sets out an illustration of

such vesting conditions together with worked examples.

3.4 Options may not be granted at any time when that grant would be prohibited by, or in breach

of any:

3.4.1 law; or

3.4.2 regulations with the force of law; or

3.4.3 non-statutory set of guidelines or code that applies to the Company or the Group or

with which the Board wishes to comply. Such codes include the AIM Rules or any

other personal dealing code adopted by the Company.

3.5 No Option may be exercised when its exercise is prohibited by, or would be a breach of, any

law or regulation with the force of law or any of the following which then apply; the AIM Rules

and / or any other rules, code or set of guidelines such as a personal dealing code adopted

by the Company.

3.6 An Option shall be granted by means of a written Option Deed between the Company and

the Eligible Employee to whom an Option is to be granted which document, in the case of an

40406327.1 7

EMI Option, satisfies the requirements of paragraph 37 of Schedule 5 to the Act (a sample

Option Deed is provided as an Annexure to the Plan).

3.7 Notice of the grant of an Option which is intended to be an EMI Option shall, within 92 days

after the Grant Date of the Option, be given to HMRC by the Company. Such notice shall be

in a form required or authorised by HMRC and shall contain, or be supported by, such

information as HMRC may require.

3.8 An Option Holder who is granted an option which is intended to be an EMI Option, shall

within the written Option Deed give a declaration that he meets the Working Time

requirements of paragraph 26 of Schedule 5 to the Act in relation to the Option.

3.9 Save as provided in Rule 5.1 (Individual Limitations) and Rule 6 (Limitations on the Plan), if

HMRC gives notice to the Company and / or the Option Holder that the requirements of

Schedule 5 to the Act have not been satisfied in relation to an Option which is intended to be

an EMI Option at grant and any appeal against such a decision is unsuccessful, then upon

the date of such notice or, if an appeal against the decision is made, upon the date on which

such appeal fails, that Option shall lapse unless the Board in its sole discretion permits the

Option to take effect as a Non-Qualifying Option.

3.10 The Option does not entitle the Option Holder to acquire any percentage of the share capital

of the Company, other than the percentage that Shares actually acquired under the Option

represent at any time. The grant and existence of the Option shall not restrict the Company's

freedom to issue any shares, rights to subscribe for shares, or any other securities, at any

time after the Grant Date and on such terms as the Company may decide.

3.11 The Option is granted subject to the Articles of Association of the Company as amended

from time to time.

An Option may be surrendered by an Option Holder (in whole or in part) at any time by an

instrument in writing in such form as the Board may from time to time accept..

4 THE EXERCISE PRICE

4.1 The Exercise Price of an Option shall be determined as follows:

4.1.1 the Exercise Price shall be determined by the Board in its discretion not later than

the date when the Option is granted which will not be less than whichever is the

greater of (i) Market Price and (ii) 35 pence per Share. In the event of an Option to

subscribe for Shares the Exercise Price shall not be less than the nominal value of

a Share.

4.1.2 In the event that the Board decides to fix the Exercise Price equal to the market

value of a Share this shall be determined in accordance with Rule 4.1.3.

4.1.3 For the purposes of Rule 4.1.2, the market value of a Share on the Grant Date

shall be its Market Price.

4.2 The Exercise Price of an Option is subject to adjustment in accordance with Rule 10

(Alterations of Share Capital).

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5 INDIVIDUAL LIMITATIONS

5.1 No Option may be granted under Schedule 5 to the Act to an Eligible Employee at any time

if, as a result, the total market value of the Shares which are subject to any options granted

to him under the Plan, any other share option plan established from time to time by Group or

otherwise by reason of his employment with the Group (ignoring any option which has been

exercised or has lapsed or which has been deemed never to have been granted) would

exceed £249,000 (two hundred and forty nine thousand British Pounds (GBP)) or such other

limit as may be imposed from time to time by Schedule 5 to the Act and to the extent that

any grant of Options would otherwise exceed this limit such grant shall be treated as Non-

Qualifying as to such excess Options.

5.2 Where an Option Holder has been granted options under the Plan or otherwise by reason of

his employment with the Group in respect of Shares with a total market value of £249,000,

(two hundred and forty nine thousand British Pounds (GBP)) or such other limit as may be

imposed from time to time by Schedule 5 to the Act, whether or not those options have been

exercised or released but ignoring any option which has lapsed or which has been deemed

never to have been granted, no further option may be granted to him under Schedule 5 to

the Act by reason of his employment with the Company within three years of the date of

grant of the last such option. To the extent that any grant of Options would otherwise exceed

this limit such grant shall be treated as Non-Qualifying as to such excess Options

5.3 For the purposes of this Rule 5 and Rule 6.2:

5.3.1 the market value of a share shall be calculated as at the date on which the option

over that share was granted, in accordance with the relevant rules of the applicable

scheme or plan and otherwise in accordance with sub-paragraphs (5) to (8)

inclusive of paragraph 5 of Schedule 5 to the Act; and

5.3.2 an option shall be treated as granted in respect of the maximum number of shares

that may be acquired under it.

6 LIMITATIONS ON THE PLAN

6.1 No option shall be granted under Schedule 5 to the Act if as a result the total market value of

shares in respect of which unexercised options exist exceeds £3 million (three million British

Pounds (GBP)), or such other amount as may be specified by paragraph 7 of Schedule 5 at

the relevant time. To the extent that any grant of Options would otherwise exceed this limit

such grant shall be treated as Non-Qualifying as to such excess Options.

6.2 The number of new Shares that may be issued or are issuable pursuant to the exercise of

the Options and any other options (but excluding the Exchange Options) granted, or award

made under the 2016 Scheme and any other discretionary share option plan operated by the

Company or any member of the Group, may not, in any ten year period, exceed 10% of the

Company's issued ordinary share capital from time to time or, if approved at a general

meeting of the Company following the adoption of the Plan, 15% of the Company's issued

ordinary share capital from time to time, or such other amount as the Company's

shareholders may by ordinary resolution approve. Options which have lapsed or been

surrendered will not count towards this dilution limit.

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6.3 Shares transferred from treasury to satisfy Options will count as newly issued Shares for

these purposes.

6.4 Where an Option has been exercised before a subsequent variation of share capital the

number of Shares which may be issued or transferred to an Option Holder pursuant to that

exercise may be adjusted in such manner as the Board deems appropriate.

7 NON-ASSIGNABILITY OF OPTIONS

7.1 No Option granted to an Eligible Employee under the Plan shall be capable of being

transferred by him or his personal representative(s) or of being mortgaged, pledged or

encumbered in any way whatsoever. In the event of any breach or purported breach of this

provision the Option shall lapse forthwith. This Rule 7 shall not prevent the personal

representative(s) of a deceased Option Holder from exercising the Option in accordance with

Rule 8.2.

8 WHEN OPTIONS MAY BE EXERCISED

8.1 Save as otherwise provided in the Plan or Option Deed an Option shall be exercisable during

the Option Period provided always that any condition imposed under Rule 3.2 shall have

been fulfilled or waived (in which case the Option shall be a Vested Option) and provided

further that if asked by the Board to do so the Option Holder signs an ITEPA Election.

8.2 Subject to Rule 9 (Manner of Exercise of Options), if an Option Holder ceases to hold

Relevant Employment by reason of his death, the Option shall remain exercisable (and if an

EMI Option shall remain exercisable under Schedule 5 to the Act), by his personal

representative(s) for a period of 12 (twelve) months from the date of death provided that any

condition imposed under Rule 3.2 shall have been fulfilled unless the Board in its absolute

discretion decides to waive such conditions. If not exercised within the 12 (twelve) month

period, the Option (whether an EMI Option or Non-Qualifying Option) shall lapse.

8.3 Subject to Rule 9 (Manner of Exercise of Options), if an Option Holder ceases to hold

Relevant Employment by reason of:

8.3.1 Injury, disability, redundancy or ill-health (as evidenced to the satisfaction of the

Board);

8.3.2 any other reason the Board in its absolute discretion so permits,

an Option shall remain exercisable (and if an EMI Option shall remain exercisable under

Schedule 5 to the Act), within the Disqualifying Event Exercise Period, provided that in each

case any condition imposed under Rule 3.2 shall have been fulfilled or waived by the Board

in its absolute discretion. If not exercised within the Disqualifying Event Exercise Period, the

Option (whether an EMI Option or Non-Qualifying Option) shall lapse.

8.4 If a Disqualifying Event occurs in relation to an Option, other than the Option Holder ceasing

to be in Relevant Employment, that Option may be exercised (and if an EMI Option shall

remain exercisable under Schedule 5 to the Act) within the Disqualifying Event Exercise

Period, provided that any condition imposed under Rule 3.2 shall have been fulfilled or

40406327.1 10

waived by the Board in its absolute discretion. If not exercised within the Disqualifying Event

Exercise Period, the Option (whether an EMI Option or Non-Qualifying Option) shall lapse.

8.5 An Option shall lapse and cease to be exercisable upon the earliest to happen of the

following:

8.5.1 the 5 (five) year anniversary of its Grant Date;

8.5.2 the 12 (twelve) month anniversary of the Option Holder's death;

8.5.3 the date upon which the Option Holder is adjudicated bankrupt or enters into a

voluntary arrangement with the Option Holder's creditors;

8.5.4 any breach or purported breach of Rule 7 (Non-Assignability of Options) by the

Option Holder;

8.5.5 the expiry of the Disqualifying Event Exercise Period mentioned in Rules 8.3 and

8.4;

8.5.6 failure by the Option Holder to sign and return the Option Deed to the Company

within 7 (seven) days of being presented with it, or such longer period as the Board

in its sole discretion permits;

8.5.7 failure by the Option Holder to comply with Rule 9.8 (joint election);

8.5.8 the date on which the Option Holder ceases to hold Relevant Employment for any

reason other than (i) death under Rule 8.2 or (ii) as permitted under Rule 8.3;

8.5.9 an Option which is intended to be an EMI Option not being treated by HMRC as a

"qualifying option" under paragraph 1 of Schedule 5 to the Act as at the Grant Date

as described in Rule 3.9 unless the Board in its sole discretion permits the Option

to take effect as a Non-Qualifying Option;

8.5.10 the failure to notify HMRC of the grant of an Option which is intended to be an EMI

Option within the period required in Rule 3.7;

8.5.11 in relation to one of the events referred to in Rule 11 the expiry of the periods

referred to in that Rule 11 (Sales, Takeovers and Liquidations); and

8.5.12 the surrender of the Option by the Option Holder.

8.6 Neither the Company nor any company within the Group nor their respective agents and

employees shall have any liability for any loss whatsoever as a result of any Option lapsing

or being treated as a Non-Qualifying Option.

8.7 In the event that the Company becomes aware of the occurrence of a Disqualifying Event

(other than the Option Holder ceasing to be in Relevant Employment), the Company shall as

soon as it is reasonably practicable following such occurrence use its best endeavours to

notify the Option Holder of such occurrence, the date such occurrence took place and the

Disqualifying Event Exercise Period.

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8.8 The Option Holder may not exercise the Options at any time:

8.8.1 while disciplinary proceedings by the Company or any Group member are

underway against the Option Holder; or

8.8.2 while the Company or any Group member is investigating the Option Holder's

conduct and may as a result begin disciplinary proceedings; or

8.8.3 while there is a breach of the Option Holder's employment contract that is a

potentially fair reason for the Option Holder's dismissal, or if the Option Holder is a

consultant while (in the reasonable opinion of the Board) there is a breach of the

Option Holder's consultancy agreement; or

8.8.4 while the Option Holder is in breach of a fiduciary duty owed to the Company or

any Group member; or

8.8.5 after the Option Holder has ceased to be an employee, officer or consultant to the

Company or any Group member, if there was a breach of the Option Holder's

employment contract or fiduciary duties owing under either an employment

contract, consultancy agreement or any other agreement that (in the reasonable

opinion of the Board) would have prevented the exercise of the Option had the

Company (or any Group member) been aware (or fully aware) of that breach, and

of which the Company (or any Group member) was not aware (or not fully aware)

until after both:

(a) the Option Holder ceasing to be an employee, officer or consultant to the

Company or any Group member; and

(b) the time (if any) when the Board decided to permit the Option Holder to

exercise their Option.

9 MANNER OF EXERCISE OF OPTIONS

9.1 An Option shall be exercised by the Option Holder lodging with the Secretary of the

Company at its registered office (or otherwise as may be notified to Option Holders from time

to time):

9.1.1 a copy of the Option Deed in respect of the Option to be exercised;

9.1.2 a notice of exercise in such form as the Board may from time to time prescribe (a

sample Notice of Exercise is provided at the Appendix to the Plan) together with

the ITEPA Election if required; and

9.1.3 payment (in such manner as the Board shall direct) of a sum equal to the

aggregate Exercise Price of the Shares in relation to which the Option is then being

exercised together with any payment required under Rule 9.7 (tax liabilities).

9.2 The exercise of an Option shall be in respect of all the Vested Option Shares.

9.3 If any condition has been imposed under Rule 3.2 and not waived, no Option shall be treated

as having been exercised unless and until the Board is satisfied that such condition:

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9.3.1 has been fulfilled, or

9.3.2 is likely to be fulfilled within a reasonable period as provided for in Rule 11.1, or

9.3.3 Rule 11.4 (voluntary winding up) applies.

9.4 Subject to the obtaining of any necessary consents, the Board shall within 30 (thirty) days of

the receipt of notice exercising any Option cause the Company to allot and issue or procure

the transfer of the relevant Shares and send or cause to be sent to the Option Holder who

has exercised the Option a share certificate for the Shares in respect of which the Option is

exercised.

9.5 Shares issued pursuant to the Plan will rank pari passu in all respects with the Shares then

already in issue (except in respect of entitlements arising prior to the date of the allotment).

For so long as the Company's Shares remain Listed the Company shall apply to the London

Stock Exchange (or other relevant securities exchange) for the newly issued Shares to be

admitted to trading on the market of the applicable exchange.

9.6 The Company shall maintain sufficient unissued Share capital to satisfy all rights to

subscribe for Shares from time to time under Option.

9.7 The Company and any other company from time to time employing an Option Holder, or any

one or more of them, shall have the right, prior to the delivery of the Shares otherwise

deliverable to an Option Holder on the exercise of an Option:

9.7.1 to require the Option Holder to remit to or at the direction of the Company or such

other company an amount sufficient to satisfy all United Kingdom and / or other

taxes required to be withheld, paid or accounted for by the Company or any other

person (including primary and secondary national insurance contributions, if

applicable) in connection with the grant, holding and / or exercise of the Option;

9.7.2 to sell Shares otherwise deliverable to the Option Holder as agent for the Option

Holder and retain from the proceeds of sale thereof an amount equal in value to

the amount of all such taxes required to be so withheld, paid or accounted for; or

9.7.3 to deduct the amount of all such taxes required to be so withheld, paid or

accounted for from cash payments otherwise to be made to the Option Holder.

The Board may make such arrangements and determinations in this regard, consistent with

the Rules, as it may in its absolute discretion consider to be appropriate.

9.8 The Option Holder shall if required to do so by the Company enter into a joint election with

the Company by which the Option Holder shall take over the liability for Employers'

Secondary Class I NICs, arising on the exercise or other realisation of the Option, if any. The

Option Holder shall execute such joint election as may be prepared by the Company and

approved by HMRC within 21 (twenty-one) days of its receipt by the Option Holder and

failing such execution the Option shall lapse.

40406327.1 13

10 ALTERATIONS OF SHARE CAPITAL

10.1 In the event of any variation in the ordinary share capital of the Company by way of

capitalisation of profits or reserves or by way of rights or any consolidation or sub-division or

reduction of capital or otherwise, then the number and the nominal value of Shares subject

to any Options, the Exercise Price, and where an Option has been exercised but as at the

date of the variation of capital referred to above no Shares have been allotted or transferred

pursuant to such exercise, the number of Shares which may be so allotted or transferred and

the price at which they may be acquired, may be adjusted by the Board in such manner as is

certified by the Auditors to be fair and reasonable in their opinion and with effect from such

date as the Board may determine to be appropriate.

10.2 No adjustment under Rule 10.1 shall be made which would reduce the Exercise Price of any

Option to subscribe for Shares below the nominal value of a Share unless and to the extent

that:

10.2.1 the Board is authorised to capitalise from the reserves of the Company a sum

equal to the amount by which the nominal value of the Shares subject to the Option

exceeds the aggregate adjusted Exercise Price; and

10.2.2 the Board shall resolve to capitalise and apply such sum on exercise of that Option.

10.3 The Board shall notify Option Holders in such manner as it thinks fit of any adjustment made

under Rule 10.1.

11 SALES, TAKEOVERS AND LIQUIDATIONS

11.1 If any person ("the Offeror"):

11.1.1 makes an offer to acquire the whole of the issued share capital of the Company

which is made on a condition such that, if it is satisfied, the person making the offer

will have Control of the Company or makes an offer to acquire all the shares in the

Company which are of the same class as the Shares; or

11.1.2 negotiates a share sale and purchase agreement with the shareholders of the

Company which contemplates that the Offeror will obtain Control of the Company

upon completion,

then the Option may be exercised within a reasonable period (and in any event no later than

90 days) to be specified by the Board for that purpose and ending immediately before the

Offeror obtains Control of the Company as a result of the offer or the share sale and

purchase agreement.

11.2 Subject to any particular terms in the Option Deed, if an Acquiring Company obtains Control

of the Company:

11.2.1 as a result of making a general offer to acquire the whole of the issued ordinary

share capital of the Company which is made on a condition such that if it is

satisfied the person making the offer will have Control of the Company or is making

40406327.1 14

a general offer to acquire all the shares in the Company which are of the same

class as the Shares; or

11.2.2 in pursuance of a compromise or arrangement sanctioned by the Court under Part

26 and (where applicable) Part 27 of the Companies Act 2006; or

11.2.3 as a result of becoming bound or entitled to acquire Shares in the Company under

Chapter 3 Part 28 of the Companies Act 2006; or

11.2.4 by virtue of acquiring all the shares in the Company as a result of a qualifying

exchange of shares (within the meaning of paragraph 40 of Schedule 5 to the Act);

the Option Holder may at any time within the appropriate period by agreement with the

Acquiring Company release his rights under the Option (in this Rule referred to as "the old

rights") in consideration for the grant to him of rights (in this Rule referred to as "the new

rights") which are equivalent to the old rights but relate to shares in a different company;

11.2.5 for the purposes of this Rule "appropriate period" means:

(a) in the circumstances specified in Rule 11.2.1 the period of 90 days

beginning with the time when the Acquiring Company has obtained

Control of the Company and any conditions subject to which the offer is

made are satisfied;

(b) in the circumstances specified in Rule 11.2.2 the period of 90 days

beginning with the time when the Court sanctions the compromise or

arrangement;

(c) in the circumstances specified in Rule 11.2.3 the period during which the

Acquiring Company remains bound or entitled as mentioned in those

Section;

(d) in the circumstances specified in Rule 11.2.4 the period of 90 days

beginning with the time when the Acquiring Company obtains Control of

the Company.

11.3 The new rights referred to in 11.2 above shall not be regarded for the purposes of this Rule

11 as equivalent to the old rights unless:

11.3.1 the new rights are granted to the Option Holder by reason of his employment with

the Acquiring Company or any of its 51% subsidiaries;

11.3.2 at the time of the release of the old rights the requirements of paragraphs 4 and 7

of Schedule 5 to the Act are met in relation to the new rights;

11.3.3 at that time:

(a) the independence requirement in paragraph 9 of Schedule 5 to the Act

and the trading activities requirement in paragraphs 13 and 14 of

Schedule 5 to the Act are met in relation to the Acquiring Company;

40406327.1 15

(b) the Option Holder is an Eligible Employee in relation to the Acquiring

Company;

(c) the requirements of Part 5 of Schedule 5 to the Act are met in relation to

the new rights.

11.3.4 the total market value immediately before the release of the Shares which were

subject to the Option Holder's old rights is equal to the total market value

immediately after the grant of the shares in respect of which the new rights are

granted to the Option Holder; and

11.3.5 the total amount payable by the Option Holder for the acquisition of shares in

pursuance of the new rights is equal to the total amount that would be payable for

the acquisition of Shares in pursuance of the old rights.

11.4 If the Company passes an effective resolution for voluntary winding up the Option may be

exercised within 90 days of the passing of such resolution (notwithstanding that the Vesting

Date shall not then have occurred).

11.5 Where any new rights are granted pursuant to this Rule 11 this Plan shall in relation to the

new rights be construed as if references to Company and to the Shares were references to

the Acquiring Company or as the case may be to the company in whose shares the new

rights relate and to the shares of the Acquiring Company or of the other company in whose

shares the new rights relate.

11.6 For the purposes of this Rule 11 a company shall be deemed to have obtained Control of the

Company if it and others acting in concert with it have obtained Control of it together.

12 EMPLOYMENT RIGHTS

12.1 This Plan shall not form part of any contract of employment between the Company and any

employee of the Company and the rights and obligations of any individual under the terms of

his office or employment with the Company shall not be affected by his participation in the

Plan or any right which he may have to participate therein.

12.2 Participation in the Plan shall be on the express condition that:

12.2.1 neither it nor cessation of participation shall afford any individual under the terms of

his office or employment with the Company any additional or other rights to

compensation or damages; and

12.2.2 no damages or compensation shall be payable in consequence of the termination

of such office or employment (whether or not in circumstances giving rise to a claim

for wrongful or unfair dismissal) or for any other reason whatsoever to compensate

him for the loss of any rights the Option Holder would otherwise have had (actual

or prospective) under the Plan howsoever arising but for such termination; and

12.2.3 the Option Holder shall be deemed irrevocably to have waived any such rights to

which he may otherwise have been entitled.

40406327.1 16

12.3 No individual shall have any claim against the Company arising out of his not being admitted

to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely within the

discretion of the Board.

12.4 None of the benefits which may be received under the Plan will be taken into account when

determining any pension or similar entitlements.

12.5 No Option Holder shall be entitled to claim compensation from the Company in respect of

any sums paid by him pursuant to the Plan or for any diminution or extinction of his rights or

benefits (actual or otherwise) under any Option held by him consequent upon the lapse for

any reason of any Option held by him or the occurrence of a Disqualifying Event or otherwise

in connection with the Plan and the Company shall be entirely free to conduct its affairs as it

sees fit without regard to any consequences under, upon or in relation to the Plan or any

Option or Option Holder.

13 ADMINISTRATION AND AMENDMENT

13.1 The Plan shall be administered under the direction of the Board who may at any time and

from time to time by resolution and without other formality delete, amend or add to the Rules

of the Plan in any respect provided that:

13.1.1 no deletion, amendment or addition shall operate to affect adversely in any way

any rights already acquired by an Option Holder under the Plan without the

approval of the majority of the affected Option Holders first having been obtained;

13.1.2 no deletion, amendment or addition may be made to the advantage of Option

Holders except with the prior approval of the Company in a general meeting unless

the deletion, amendment or addition is:

(a) minor and to benefit the administration of the Plan;

(b) to take account of any changes in legislation; or

(c) to obtain or maintain favourable taxation, exchange control or regulatory

treatment for the Company or any Option Holder.

13.2 Subject to Rule 13.1.2 and notwithstanding anything to the contrary contained in these

Rules, the Board may at any time by resolution and without further formality:

13.2.1 amend the Plan in any way to the extent necessary to enable Options to become

or remain EMI Options or to obtain or maintain approval by HMRC or any other

governmental or regulatory body pursuant to any present or future United Kingdom

legislation;

13.2.2 establish further plans to apply in overseas territories governed by rules similar to

these Rules but modified to take account of local tax, exchange control or

securities laws, regulation or practice provided that any Shares made available

under any such plan shall be treated as counting against any limits on overall or

individual participation in the Plan; and

40406327.1 17

13.2.3 establish an employee share trust for the purpose of satisfying any existing Options

and any future Options granted and amend the Rules to take into account any

consequential changes to these Rules.

13.3 In any matter in which they are required to act hereunder, the Auditors shall be deemed to

be acting as experts and not as arbitrators and their decision shall be binding and final.

Subject thereto, the Board's decision on any matter relating to the interpretation of the Rules

and any other matters concerning the Plan (including the rectification of errors or mistakes of

procedure or otherwise) shall be final and binding.

13.4 Any notices in connection with these Rules shall be given:

13.4.1 to a director or employee of any company in the Group by delivering the notice,

sending it by first class prepaid post, or communicating it by electronic

transmission, to them at his place of work; and

13.4.2 to the Company by delivering the notice or sending it by first class prepaid post to

its registered office; or

13.4.3 in either case, to any other address in England which the relevant party may

substitute by giving written notice to the other.

13.5 Where a notice is given under Rule 13.4, it shall be deemed to be given:

13.5.1 at the time of delivery (where delivered to the notice address of the addressee);

13.5.2 24 hours after the time of posting (where sent by first class prepaid post); or

13.5.3 at the time of transmission (where communicated by electronic transmission).

13.6 In proving the giving of any notice, it shall be sufficient to prove (as the case may be):

13.6.1 that delivery was made; or

13.6.2 that the envelope containing the notice was properly addressed, prepaid and

posted.

13.7 The Company shall bear the costs of setting up and administering the Plan.

13.8 The Company shall maintain all necessary books of account and records relating to the Plan.

13.9 The Board shall be entitled to authorise any person to execute on behalf of an Option

Holder, at the request of the Option Holder, any document relating to the Plan, in so far as

such document is required to be executed pursuant hereto.

13.10 The Company may send copies to Option Holders of any notice or document sent by the

Company to the holders of Shares.

40406327.1 18

14 EXCLUSION OF THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Plan nor to any

Option granted under it and no person other than the parties to an Option shall have any

rights under it nor shall it be enforceable under that Act by any person other than the parties

to it, except where such rights arise for any employer or former employer of the Option

Holder which is not a party.

15 TERMINATION

The Plan may be terminated at any time by a resolution of the Board or by a resolution of the

Company in a general meeting and shall in any event terminate on the 5th (fifth) anniversary

of the Commencement Date. On termination, no further Options shall be granted but such

termination shall not affect the subsisting rights of Option Holders.

Blake Morgan LLP 6 New Street Square

London EC4A 3DJ

www.blakemorgan.co.uk Ref: MCK/595705;3

Annexure

Sample Option Deed

Date: [•]

(1) Osirium Technologies plc

(2) [insert name of Option Holder]

Option Deed

[Non-Qualifying Option/EMI Option (delete as appropriate according to whether the Option is intended to be tax advantaged)] granted under Osirium Technologies plc Enterprise Management Incentive (EMI) Share Option Plan 2020 - 2025

40406327.1 20

THIS DEED IS DATED [DATE]

PARTIES

(1) Osirium Technologies Plc company number 09854713 whose registered office is at One

Central Square, Cardiff, CF10 1FS (Company).

(2) [OPTION HOLDER NAME] of [ADDRESS] (Option Holder).

BACKGROUND

(A) The Company has established the Osirium Technologies plc Enterprise Management

Incentive (EMI) Share Option Plan 2020 - 2025 (Plan) for the grant of both tax-advantaged

and non-tax advantaged share options to eligible employees of the Company and its

subsidiaries. The Option Holder is [an employee and meets the working time requirements of

paragraph 26 of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003] [non-

executive director] [consultant] (select or insert the appropriate role)] of the Company or

member of the Group.

(B) The Company wishes to grant the Option Holder an option under the Plan, on the terms set

out in this deed and subject to the Plan Rules. [The option is intended to qualify as a tax-

advantaged option.] OR [The option is granted as a non-tax advantaged share option. (select

as appropriate according to whether the option is intended to be an EMI Option at Grant

Date. Only employees who meet the working time requirement may be granted EMI

Options)]

AGREED TERMS

1 INTERPRETATION

1.1 The definitions in the Rules (except where inconsistent with the following definitions set out

in this deed) and the definitions and the following rules of interpretation apply in this deed.

Exercise Price [CURRENCY] [AMOUNT] for each Option Share. This

may be adjusted in accordance with the Plan if the

Company varies its share capital

Grant Date the date of this Deed

Option the option constituted by this Deed

Option Shares [NUMBER OF SHARES] Shares of [£0.01 (insert

nominal value)] in the capital of the Company (or the

number of shares of the same or another class in the

capital of the Company as the Option may be adjusted

to relate to on a variation of the Company's share

capital)

Performance Conditions set out in Schedule 1

40406327.1 21

Plan the Osirium Technologies plc Enterprise Management

Incentive (EMI) Share Option Plan 2020 - 2025

Rules the rules of the Plan, as amended from time to time.

Rule shall be interpreted accordingly

Tax Liability the total of:

(a) any income tax and primary class 1 (employee)

NICs (or their equivalents in any jurisdiction) for

which any employer (or former employer) of the

Option Holder is or may be liable to account (or

reasonably believes it is or may be liable to

account) as a result of any taxable event; and

(b) if required, any employer NICs that any employer

(or former employer) of the Option Holder is or may

be liable to pay (or reasonably believes it is or may

be liable to pay) as a result of any taxable event

that can be recovered lawfully from the Option

Holder.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this

agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not

having separate legal personality) and that person's personal representatives, successors

and permitted assigns.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and in

the plural shall include the singular.

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to

the other genders.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or

re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made

from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes fax and email.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to

be done.

1.10 References to clauses and Schedules (other than Schedule 5) are to the clauses and

Schedules of this Deed.

40406327.1 22

1.11 Any words following the terms including, include, in particular, for example or any similar

expression shall be construed as illustrative and shall not limit the sense of the words,

description, definition, phrase or term preceding those terms.

2 GRANT OF OPTION

2.1 Subject to clause 2.3, the Company grants to the Option Holder the Option, which is a right

to acquire the Option Shares at the Exercise Price, on the terms set out in this Deed and

subject to the Performance Conditions set out at Schedule 1, the Articles of Association of

the Company as amended from time to time, any Relevant Restrictions set out in Schedule

2 and the Rules set out in Schedule 3.

2.2 The Rules are incorporated in this Deed by reference. A copy of the Rules, as at the Grant

Date, is set out in Schedule 3. If any term of this Deed or any other statement relating to the

Option is inconsistent with the Rules, this Deed shall prevail.

2.3 If the Option Holder does not sign this agreement as a deed and return it to the Company

within 7 (seven) days, the Option shall automatically lapse on the day after that date.

2.4 The Option is [not] granted under the provisions of Schedule 5 to the Income Tax (Earnings

and Pensions) Act 2003 and is intended to be [an EMI Option] OR [Non-Qualifying Option]

within the meaning of the Rules.

2.5 By signing this deed, the Option Holder:

2.5.1 agrees to the terms of the Option as set out in this deed [;and

2.5.2 declares that they work for the Company or another company within the Group for

at least 25 hours a week or 75% of their working time. (include only if Option is

intended to be an EMI Option)]

2.6 The Option may be surrendered by the Option Holder (in whole or in part) at any time by an

instrument in writing in such form as the Board may from time to time accept.

3 EXERCISE OF OPTION

3.1 The exercise of the Option is subject to the Performance Conditions if any set out in

Schedule 1.

3.2 The Option may not be exercised before the Vesting Date unless an earlier event occurs to

cause it to become exercisable under the Rules.

3.3 The Option shall be exercised in accordance with the Rules.

3.4 The Option shall lapse on the day before the 5th (fifth) anniversary of the Grant Date,

assuming it is not exercised before then and no event occurs to cause it to lapse earlier

under the Rules.

3.5 The Option (and any right arising under it) may not:

3.5.1 be transferred or assigned; or

40406327.1 23

3.5.2 have any charge or other security interest created over it.

3.6 The Option shall lapse if the Option Holder attempts to do any of those things. The Option

shall also lapse if the Option Holder is declared bankrupt or takes certain steps in connection

with insolvency. Transmission of the Option to the Option Holder's personal representatives

on his death will not cause the Option to lapse.

4 EXERCISE CONDITIONS

The exercise of the Option is subject to the Performance Conditions if any set out in

Schedule 1.

5 RESTRICTIONS APPLYING TO THE OPTION SHARES

The Option Shares are subject to the Articles of Association of the Company as amended

from time to time and any Relevant Restrictions set out in Schedule 2.

6 TAX AND NATIONAL INSURANCE CONTRIBUTIONS (NICS)

6.1 The Option Holder irrevocably agrees to:

6.1.1 reimburse the Company, his employer or former employer (as appropriate) the

amount of any Tax Liability; or

6.1.2 enter into arrangements to the satisfaction of the Company, his employer or former

employer (as appropriate) for payment of any Tax Liability.

6.2 At the request of the Company, his employer or former employer, the Option Holder shall join

that person in making a valid election to transfer to the Option Holder the whole or any part

of the liability for secondary class 1 (employer) NICs (or any similar liability for social security

contribution in any jurisdiction) described in clause 6.1.

6.3 If:

6.3.1 the Option Holder does not fulfil his obligations arising under clause 6.1 in respect

of any Tax Liability relating to the exercise of the Option within 7 (seven) days after

the date of exercise; and

6.3.2 Option Shares are readily saleable at that time,

6.3.3 the Company shall withhold sufficient Shares from the Option Shares that would

otherwise be delivered to the Option Holder.

6.4 From the net proceeds of sale of those withheld Option Shares, the Company shall:

6.4.1 retain an amount equal to the Tax Liability and shall pay any balance to the Option

Holder (if the Company is to account for or pay the relevant Tax Liability); or

6.4.2 pay to the Option Holder's employer or former employer (if that person is liable to

account for or pay the relevant Tax Liability) an amount equal to the Tax Liability

and shall pay any balance to the Option Holder.

40406327.1 24

6.5 The Option Holder's obligations under clause 6.1 are not affected by any failure of the

Company to withhold Option Shares under clause 6.3.

6.6 The Option Holder irrevocably agrees to enter into a joint election in respect of the Option

Shares under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions)

Act 2003, if required to do so by the Company, his employer or former employer, on or

before the date of exercise of the Option.

6.7 The Option Holder hereby appoints the Company (acting by any of its directors from time to

time) as the Option Holder's attorney to:

6.7.1 sell sufficient Shares as specified in clause 6.3.3 and deal with the proceeds of that

sale in accordance with clause 6.4; and

6.7.2 execute any joint election that must be entered into under clause 6.6, in the Option

Holder's name and on the Option Holder's behalf.

6.8 The Company may appoint one or more persons to act as substitute attorney(s) for the

Option Holder and to exercise one or more of the powers conferred on the Company by the

power of attorney set out in this clause 6, other than the power to appoint a substitute

attorney. The Company may subsequently revoke any such appointment.

6.9 The power of attorney set out in this clause 6 shall be irrevocable, save with the consent of

the Company, and is given by security to secure the interest of the Company (for itself and

as trustee under this agreement on behalf of any employer or former employer of the Option

Holder) as a person liable to account for or pay any relevant Tax Liability.

6.10 The Option Holder declares that a person who deals in good faith with the Company or any

substitute attorney as the Option Holder's attorney appointed under this clause 6 may accept

a written statement signed by that person to the effect that this power of attorney has not

been revoked as conclusive evidence of that fact.

7 COUNTERPARTS

7.1 This agreement may be executed in any number of counterparts, each of which when

executed and delivered, shall constitute a duplicate original but all the counterparts shall

together constitute the one agreement.

7.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt

not just a signature page) by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall

take effect as delivery of an executed counterpart of this agreement. If either method of

delivery is adopted, without prejudice to the validity of the agreement thus made, each party

shall provide the others with the original of such counterpart as soon as reasonably possible

thereafter.

7.3 No counterpart shall be effective until each party has executed and delivered at least one

counterpart.

This document has been executed as a deed and is delivered and takes effect on the date stated at

the beginning of it.

40406327.1 25

Schedule 1

Performance Conditions

insert any conditions imposed by the Board of the Company under Rule 3.2.

The following is an illustration of vesting conditions with a worked example:

▪ 25% vesting on grant

▪ 25% vesting at a 50% Share price increase (30 day VWAP) to the initial grant price



VWAP = Volume weighted average price

Worked Examples

In each case the Option is exercisable against the share price condition AND at least 2 years from grant date unless an earlier event occurs to cause it to become exercisable under the Rules. Example A – 30 day VWAP is 23p at time of grant

If the 30 day VWAP was 23p at time of grant, then options to be granted would be at 35p and the

vesting would be as follows:

▪ 25% immediately, exercisable at 35p

▪ 25% once the VWAP exceeded 52.5p for 30 days or more, exercisable at 35p

▪ 25% once the VWAP exceeded 70p for 30 days or more, exercisable at 35p


Example B – 30 day VWAP is 35p at time of grant

If the 30 day VWAP price was 35p at time of grant, then options to be granted would be at 35p and the

vesting would be as follows:





Example C – 30 day VWAP is 100p at time of grant

If the 30 day VWAP price was 100p at time of grant, then options to be granted would be at 100p and

the vesting would be as follows:





40406327.1 26

Schedule 2

Relevant Restrictions

[to be completed , if any]

[Relevant Restrictions are a provision included in any contract, agreement, arrangement or condition

including the articles of association of the Company to which any of section 423(2), section 423(3) and

section 423(4) of ITEPA 2003 would apply if references in them to employment-related securities were

references to Shares.

Details of Relevant Restrictions can be incorporated by reference to another document but it is not

sufficient to refer to the document generally; the company must identify the restrictions. If a document

is incorporated by reference, the agreement must include details of how the employee can obtain a

copy of the relevant document as well as the title of the document, the date it was adopted and the

dates of any amendments]

40406327.1 27

Schedule 3

Rules of the Plan

40406327.1 28

AS WITNESS whereof this Deed has been executed the day and year first above written

Signed as a Deed by the said OSIRIUM TECHNOLOGIES

PLC acting by a director in the presence of:

Witness signature

Name (in block capitals)

Address

Occupation

Signed as a Deed by the said in the presence of:

Witness signature

Name (in block capitals)

Address

Occupation

40406327.1 29

Appendix

Sample Notice of Exercise

OSIRIUM TECHNOLOGIES PLC ENTERPRISE MANAGEMENT INCENTIVE (EMI)

SHARE OPTION PLAN 2020 - 2025

NOTICE OF EXERCISE OF OPTION

Text in italics provides guidance on using this exercise notice form.

To: The Company Secretary

From: .................................................................................. (NAME)

(write your full name in block capitals here)

of

................................................................................................

................................................................................................

................................................................................................

(write your full address in block capitals here).

1 SPECIFICATION OF OPTION

1.1 I wish to exercise the whole of the option (Option) to acquire ordinary shares in Osirium

Technologies plc (Company) granted to me by the Company on ............................................

(write the Grant Date of the Option here; this can be found in your Option Deed) under the

Osirium Technologies plc Enterprise Management Incentive (EMI) Share Option Plan 2020 -

2025 (Plan)].

1.2 When granted, the Option was intended to [qualify as a tax-advantaged enterprise

management incentive (EMI) option] [be a Non-Qualifying Option] (select as appropriate

according to whether the Option was granted as an EMI Option or a Non-Qualifying Option).

2 NUMBER OF SHARES TO BE ACQUIRED

2.1 I authorise the Company to enter my name in the Company's register of members as holder

of any shares allotted or transferred to me under this exercise notice.

2.2 I understand that the Option may only be exercised to the extent permitted by, and in

accordance with, the rules of the Plan.

40406327.1 30

3 PAYMENT FOR SHARES AND ANY TAX LIABILITY

3.1 I enclose a cheque made payable to the Company for ....................................... (write

amount here) which includes:

3.1.1 The aggregate exercise price payable under the Option for the Shares:

....................................... (write amount here).

3.1.2 [An amount for the estimated PAYE and NICs liabilities arising on exercise:

....................................... (write amount here; this amount will be notified to you by

the Company).]

(delete [3.1.2, or the whole of this clause 3.1 if only clause 3.2 below applies, as

appropriate.)

3.2 I have made other arrangements (that have been approved by the Company) to pay:

3.2.1 The aggregate exercise price payable under the Option for the Shares.

3.2.2 [The amount due for my PAYE and NICs liabilities arising on exercise.]

(delete [3.2.2 or the whole of this clause 3.2 (if only clause 3.1 applies), as appropriate.)

(Remember to enclose any documents that are required under any arrangements referred to

in clause 3.2.)

3.3 I understand that this exercise notice will not be effective if I do not enclose adequate

payment, or make alternative arrangements (that are satisfactory to the Company), to meet

any liabilities referred to in clauses 3.1 and 3.2.

4 [OTHER DOCUMENTS

4.1 I confirm that I have signed [LIST ANY OTHER DOCUMENTS THAT THE OPTION

HOLDER MUST SIGN, SUCH AS A DEED OF ADHERENCE TO A SHAREHOLDERS'

AGREEMENT OR A SECTION 431 ELECTION].]

This notice is given on the date written below.

Signed: ................................................................................ (sign here)

Name: ................................................................................ (write your full name in block capitals here)

Date: ........................................ (fill in date here)

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